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October 3, 2008 12:27 PM

Surprise! Sullivan, Wachtell on Disputed Wachovia-Wells Deal

Posted by Zach Lowe

UPDATE on 10/5/08: Citigroup acted on its threat to take action over Wells Fargo's bid for Wachovia. Weekend hearings were held Saturday afternoon  and Sunday, with both sides pushing for resolution sooner rather than later. See this story in The Am Law Daily about the latest turn of events, and look for further coverage in the Litigation Daily.

Well, so much for Citigroup's government-brokered deal to acquire Wachovia's banking operations for about $2.2 billion.

Just four days after that deal was announced, Wachovia and its legal advisers at Sullivan & Cromwell struck a deal under which Wells Fargo would acquire all of Wachovia for $15.1 billion.

Citi is already demanding that Wachovia call off the deal and is considering suing the banks or making a new offer of its own, The Wall Street Journal is reporting on its Web site. Citi claims Wachovia signed an exclusivity agreement promising not to try and lure other potential bidders.

The FDIC is reviewing the deal, but Wells officials have said the agency has no role to play in approving it, The New York Times reports.

Sullivan & Cromwell advised Wachovia; and Wachtell, Lipton, Rosen & Katz advised Wells Fargo.

The legal losers, should Citi miss out on the Wachovia bonanza, would be Davis, Polk & Wardwell, Citi's lead counsel in the now-aborted deal, and Skadden, Arps, Slate, Meagher & Flom, which also advised Citi, according to previous reports in The Am Law Daily.

A spokesperson says Davis Polk will not comment at this point on Citi's options. Eric Friedman, the soon-to-be executive partner who led the Skadden team on the Citi deal, did not return messages seeking comment.

A lawyer familiar with the deal says the Sullivan team is being led by Mitchell Eitel, this week's Am Law Daily Dealmaker of the Week, and includes partner Audra Cohen and associate Melissa Sawyer.

Corporate partners Edward Herlihy, Lawrence Makow and Richard Kim led the Wachtell team along with tax partner Joshua Holmes and executive compensation partner Jeannemarie O'Brien.

As chronicled here, Sullivan and Wachtell have been involved in nearly every major deal or bailout in the last month, including the government rescue of Freddie Mac and Fannie Mae, Bank of America's decision to buy Merrill Lynch, and the transitions of both Goldman Sachs and Morgan Stanley into bank holding companies.

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